Heart failure is associated with remodeling of the electrical and mechanical function of the heart. A common feature of electrical remodeling seen under a wide variety of pathologic states in many mammals is decreased expression of transient outward current (Ito) channels, which alters heart function and may contribute to arrhythmias that cause sudden death. Experiments in the current funding period showed that Kv4.3 messenger RNA (mRNA), which limits Ito channel expression in humans, is destabilized in cultured cardiac myocytes by stretch and Angiotensin II (AII), a hormone implicated in hypertension and congestive heart failure. Destabilization is induced by Nadph oxidase (Nox)-generated superoxide and activation of ASK1 and p38 kinase, resulting in induced expression of AUF1, a protein upregulated in human heart failure that can directly bind to a non-canonical sequence in the channel mRNA. Our recent studies show that AII acts via endosomes and CamKII (calmodulin dependent protein kinase II) to induce biphasic activation of p38 kinase. Furthermore, the AUF1 promoter is activated, implicating transcriptional regulation. Finally, preliminary experiments suggest that AUF1 knockout mice are compromised in their response to transverse aortic constriction (TAC), showing that AUF1 is important for the in vivo cardiac response to pressure overload. Here we study the signaling responsible for downregulating Kv4.3 gene expression, because (a) this channel is an evolutionarily conserved target of cardiac electrical remodeling, (b) AUF1 may regulate expression of many genes in the pathologic heart, (c) Nox, CamKII and p38 kinase have been implicated in heart failure and cardiac myocyte apoptosis, and (d) delayed endosome-induced p38 kinase signaling may be a therapeutic target for maintaining cardiac function without arrhythmia during heart failure. Aim 1 will determine the temporal organization of endosome-superoxide signaling in cardiac myocytes. Aim 2 will determine the mechanisms responsible for enhanced expression and function of AUF1. Aim 3 will use knockout mice to elucidate in vivo how AUF1 affects the healthy and pathologic heart. New molecular and cellular mechanisms for controlling cardiac myocyte gene expression will be revealed by these studies.